Common use of Tax Certificate Clause in Contracts

Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(2), each in substantially the form of Exhibit A hereto.

Appears in 2 contracts

Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc)

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Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A B hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Merger Agreement (SteadyMed Ltd.)

Tax Certificate. The Company shall have delivered use reasonable best efforts to deliver to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A B hereto.

Appears in 2 contracts

Samples: Merger Agreement (Aruba Networks, Inc.), Merger Agreement (Hewlett Packard Co)

Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Company Stock do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Regulations Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A F hereto.

Appears in 1 contract

Samples: Merger Agreement (Rubicon Project, Inc.)

Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A hereto.

Appears in 1 contract

Samples: Merger Agreement (Pioneer Energy Services Corp)

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Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Company Stock and Company Options do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A I hereto.

Appears in 1 contract

Samples: Merger Agreement (Rubicon Project, Inc.)

Tax Certificate. The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A C hereto.

Appears in 1 contract

Samples: Merger Agreement (Sierra Monitor Corp /Ca/)

Tax Certificate. The Company Parent shall have delivered to Parent the Contributors a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Parent Common Stock do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parenteach Contributor’s obligations under Treasury Regulation Section 1.1445‑2(c)(31.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897‑2(h)(21.897-2(h)(2), each in substantially the form of Exhibit A B hereto.

Appears in 1 contract

Samples: Business Combination Agreement (Catalyst Biosciences, Inc.)

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